SEC Filings

<PAGE> 24
- approximately $0.09 billion to InterMedia if we do not obtain regulatory
approvals to transfer an Indiana cable system that we are required to
transfer to InterMedia and we are unable to transfer replacement systems.
We cannot assure you that we will be able to raise the financing necessary
to consummate our pending acquisitions and to satisfy the obligations described
above. If we are unable to raise the financing necessary to satisfy any or all
of these obligations, we may be unable to close our pending acquisitions and
could be in default under one or more other obligations. The relevant sellers or
creditors could initiate legal proceedings against us, including under
bankruptcy and reorganization laws, for any damages they suffer as a result of
our non-performance. Any such action could trigger defaults under our other
obligations, including our credit facilities and debt instruments.
See "Management's Discussion and Analysis of Financial Condition and
Results of Operations -- Liquidity and Capital Resources" and the following five
risk factors for more information on our potential funding shortfall.
THE PROSPECTIVE LENDERS' COMMITMENTS TO LEND TO US UNDER THE FALCON BRIDGE LOAN
FACILITY AND THE FANCH AND AVALON CREDIT FACILITIES ARE SUBJECT TO A NUMBER OF
CONDITIONS. IF THESE CONDITIONS ARE NOT MET, THESE SOURCES OF FUNDS WILL NOT BE
AVAILABLE TO US. AS A RESULT, WE MAY BE UNABLE TO CONSUMMATE THESE PENDING
ACQUISITIONS OR FUND REQUIRED DEBT REPURCHASES WHICH COULD TRIGGER DEFAULTS
UNDER OUR ACQUISITION AGREEMENTS AND OUR DEBT OBLIGATIONS. THE RELEVANT SELLERS
OR CREDITORS COULD INITIATE LEGAL PROCEEDINGS AGAINST US.
The Falcon bridge loan facility and the Fanch and Avalon credit facilities,
for which we have received commitments, will not close unless specified closing
conditions are satisfied. Some of these closing conditions are not under our
control, and we cannot assure you that all closing conditions will be satisfied.
For example, the closing conditions for the Falcon bridge loan facility include:
- the absence of various types of material adverse changes, including
material adverse changes in the financial and capital markets; and
- receipt of required approvals from third parties.
See "Description of Certain Indebtedness" for a description of the material
closing conditions for each of these facilities.
If we are not able to obtain financing under these facilities, we will need
to arrange other sources of financing to meet our obligations, including our
obligations to consummate our pending acquisitions. We would need to raise
approximately $1.8 billion to replace these facilities, and we cannot assure you
that alternate financing sources will be available to us. We may as a result be
unable to consummate our pending Fanch and Avalon acquisitions and may be in
default under the related acquisition agreements. If we do not obtain funding
under the Falcon bridge loan facility, we may be in default under the Falcon
debentures and notes that we may be required to repurchase. The relevant sellers
or creditors could initiate legal proceedings against us, including under
bankruptcy and reorganization laws, for any damages they suffer as a result of
our non-
21